"C" Reorganization

The target corporation must liquidate as part of the plan of reorganization unless
the IRS waives this requirement.' As a result, the shareholders of the target corporation
become shareholders in the acquiring corporation. In determining the tax consequences
to the liquidating target, the reorganization provisions govern-not the liquidation
rules of §§ 336 and 337.

Explanation:

* Target exchanges substantially all its assets for voting stock of Acquiring.

* Target may receive a limited amount of boot in addition to the voting stock.